Common use of CHANGE IN CONTROL OF THE CORPORATION Clause in Contracts

CHANGE IN CONTROL OF THE CORPORATION. The term Change in Control of the Corporation shall mean the occurrence of any of the following events: (i) approval by the stockholders of the Corporation of a transaction that would result and does result in the reorganization, merger or consolidation of the Corporation, with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Corporation; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Corporation; (ii) the acquisition of all or substantially all of the assets of the Corporation or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Corporation entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Corporation of any transaction which would result in such an acquisition; (iii) a complete liquidation or dissolution of the Corporation or the Savings Bank, or approval by the stockholders of the Corporation of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, members of the Corporation Board of Directors who belong to any of the following groups do not aggregate at least a majority of the Corporation Board of Directors: (A) individuals who were members of the Corporation Board of Directors on the Effective Date of this Agreement; or (B) individuals who first became members of the Corporation Board of Directors after the Effective Date of this Agreement either: (1) upon election to serve as a member of the Corporation Board of Directors by the affirmative vote of two-thirds of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or (2) upon election by the stockholders of the Corporation Board of Directors to serve as a member of the Corporation Board of Directors, but only if nominated for election by the affirmative vote of two-thirds of the members of such Board, or of a nominating committee thereof, in office at the time of such first nomination; provided that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Corporation Board of Directors; or (v) any event which would be described in Section 1(d)(i), (ii), (iii) or (iv) if the term "Savings Bank" were substituted for the term "Corporation" therein and the term "Bank Board of Directors" were substituted for the term "Corporation Board of Directors" therein. In no event, however, shall a Change in Control of the Corporation be deemed to have occurred as a result of any acquisition of securities or assets of the Corporation, the Savings Bank, or a subsidiary of either of them, by the Corporation, the Savings Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 1(d), the term "person" shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.

CHANGE IN CONTROL OF THE CORPORATION. The term Change in Control of the Corporation Corporation" shall mean the occurrence of any of the following events: following: (i) approval by the stockholders acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of a control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would result and does result be required to be reported in the reorganization, merger response to Item I (a) of Form 8-K or consolidation Item 6(e) of the Corporation, with one or more other persons, other than a transaction following which: (A) at least 51% Schedule 14A of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act")) in substantially , or any successor thereto, whether or not any class of securities of the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated Corporation is registered under the Exchange Act; (iii) at least 51% any "person" (as such term is used in Sections 13(d) and 14(d) of the outstanding equity ownership interests in Exchange Act, but excluding any person who on the date hereof is a director or officer of the Corporation; and ) is or becomes the "beneficial owner" (B) at least 51% of the securities entitled to vote generally as defined in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who), immediately prior to such transactiondirectly or indirectly, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Corporation; (ii) the acquisition of all or substantially all of the assets of the Corporation or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of representing 20% or more of the outstanding securities combined voting power of the Corporation entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by Corporation's then outstanding securities; (iv) the stockholders of the Corporation approve (or, in the event no approval of any transaction which would result in such an acquisition; (iiithe Corporation's stockholders is required, the Corporation consummates) a complete liquidation merger, consolidation, share exchange, division or dissolution other reorganization or transaction involving the Corporation (a "Fundamental Transaction") with any other corporation or entity, other than a Fundamental Transaction which results in both (a) the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Savings Banksurviving entity) at least 60% of the combined voting power of the surviving entity immediately after such Fundamental Transaction, or approval by and (b) the stockholders members of the Board of Directors of the Corporation of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, members of the Corporation Board of Directors who belong prior thereto continuing to any of the following groups do not aggregate represent at least a majority of the Corporation Board of Directors: (A) individuals who were members of the Corporation Board of Directors on the Effective Date of this Agreement; or (B) individuals who first became members of the Corporation Board of Directors after the Effective Date of this Agreement either: (1) upon election to serve as a member of the Corporation Board of Directors by the affirmative vote of two-thirds 60% of the members of such Boardthe Board of Directors of the surviving entity; or (v) during any period of three consecutive years, or of a nominating committee thereof, in office individuals who at the time beginning of such first election; or (2) upon election by period constitute the stockholders Board of Directors of the Corporation Board of Directors cease for any reason to serve as a member of the Corporation Board of Directors, but only if nominated for election by the affirmative vote of two-thirds of the members of such Board, or of a nominating committee thereof, in office constitute at the time of such first nomination; provided that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Corporation Board of Directors; or (v) any event which would be described in Section 1(d)(i), (ii), (iii) or (iv) if the term "Savings Bank" were substituted for the term "Corporation" therein and the term "Bank Board of Directors" were substituted for the term "Corporation Board of Directors" therein. In no event, however, shall a Change in Control of the Corporation be deemed to have occurred as a result of any acquisition of securities or assets of the Corporation, the Savings Bank, or a subsidiary of either of them, by the Corporation, the Savings Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 1(d), the term "person" shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.least a

CHANGE IN CONTROL OF THE CORPORATION. The term A Change in Control of the Corporation (Change in Control of the Corporation) shall mean be deemed to have occurred upon the occurrence happening of any of the following events: (i) approval by the stockholders of the Corporation of a transaction that would result and does result in the reorganization, merger or consolidation of the Corporation, respectively, with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Corporation; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 13d- 3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transactiontransac tion, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Corporation; (ii) the acquisition of all or substantially all of the assets of the Corporation or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Corporation entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Corporation of any transaction which would result in such an acquisition; (iii) a complete liquidation or dissolution of the Corporation or the Savings BankCorporation, or approval by the stockholders of the Corporation of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Corporation Board of Directors who the Corporation do not belong to any of the following groups do not aggregate at least a majority of the Corporation Board of Directorsgroups: (A) individuals who were members of the Corporation Board of Directors the Corporation on the Effective Date date of this Agreement; or (B) individuals who first became members of the Corporation Board of Directors the Corporation after the Effective Date date of this Agreement either: (1I) upon election to serve as a member of the Corporation Board of Directors the Corporation by the affirmative vote of twothree-thirds quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or (2II) upon election by the stockholders of the Corporation Board of Directors to serve as a member of the Corporation Board of Directorsthe Corporation, but only if nominated for election by the affirmative vote of twothree-thirds quarters of the members of such Boardthe Board of the Corporation, or of a nominating committee thereof, in office at the time of such first nomination; provided provided, however, that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Corporation Board of Directorsthe Corporation; or (v) any event which would be described in Section 1(d)(i), (ii), (iii) or (iv) if the term "Savings Bank" Bank were substituted for the term "Corporation" therein and Corporation each time the term "Bank Board of Directors" were substituted for the term "Corporation Board of Directors" appears therein. In no event, however, shall a Change in Control of the Corporation be deemed to have occurred as a result of any acquisition of securities or assets of the Corporation, the Savings Bank, or a subsidiary of either of them, by the Corporation, the Savings Bank, or any a subsidiary of either of them, or by any employee benefit plan maintained by any of them. A Change in Control of the Corporation shall not be deemed to have occurred due to the Merger Agreement or any transactions contemplated by the Merger Agreement. For purposes of this Section 1(d), the term "person" person shall include have the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.

CHANGE IN CONTROL OF THE CORPORATION. The term Change in Control of the Corporation shall mean the occurrence of any of the following events: (i) approval by the stockholders of the Corporation of a transaction that would result and does result in the reorganization, merger or consolidation of the Corporation, with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Corporation; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Corporation; (ii) the acquisition of all or substantially all of the assets of the Corporation or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Corporation entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Corporation of any transaction which would result in such an acquisition; (iii) a complete liquidation or dissolution of the Corporation or the Savings Bank, or approval by the stockholders of the Corporation of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, members of the Corporation Board of Directors who belong to any of the following groups do not aggregate at least a majority of the Corporation Board of Directors: (A) individuals who were members of the Corporation Board of Directors on the Effective Date of this Agreement; or (B) individuals who first became members of the Corporation Board of Directors after the Effective Date of this Agreement either: (1) upon election to serve as a member of the Corporation Board of Directors by the affirmative vote of two-thirds of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or (2) upon election by the stockholders of the Corporation Board of Directors to serve as a member of the Corporation Board of Directors, but only if nominated for election by the affirmative vote of two-thirds of the members of such Board, or of a nominating committee thereof, in office at the time of such first nomination; provided that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Corporation Board of Directors; or (v) any event which would be described in Section 1(d)(i1(c)(i), (ii), (iii) or (iv) if the term "Savings Bank" were substituted for the term "Corporation" therein and the term "Bank Board of Directors" were substituted for the term "Corporation Board of Directors" therein. In no event, however, shall a Change in Control of the Corporation be deemed to have occurred as a result of any acquisition of securities or assets of the Corporation, the Savings Bank, or a subsidiary of either of them, by the Corporation, the Savings Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 1(d), the term "person" shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.